Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On July 30, 2021, the Board of Directors (the "Board") of Allogene Therapeutics,
Inc. (the "Company"), upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, increased the authorized number of directors
on the Board from nine to eleven, and appointed Elizabeth Barrett as a Class I
director of the Company to fill one of the newly created vacancies, effective
immediately, with a term of office expiring at the Company's 2022 annual meeting
of stockholders, and Vicki Sato, Ph.D. as a Class II director of the Company to
fill the other newly created vacancy, effective immediately, with a term of
office expiring at the Company's 2023 annual meeting of the stockholders.
Pursuant to the Company's non-employee director compensation policy (the
"Compensation Policy"), (i) each of Ms. Barrett and Dr. Sato will receive an
annual cash retainer of $40,000 for service on the Board, (ii) Ms. Barrett was
granted on the date of her appointment an option to purchase shares of the
Company's common stock, which vests monthly over a three year period, having an
aggregate grant date value of $850,000, and (iii) Dr. Sato was granted on the
date of her appointment an option to purchase shares of the Company's common
stock, which vests monthly over a three year period, having an aggregate grant
date value of $425,000, and a restricted stock unit award that may be settled
for shares of the Company's common stock, which vests in a series of three
successive equal annual installments, having an aggregate grant date value of
$425,000. The Compensation Policy also provides for automatic annual option
grants to purchase shares of the Company's common stock, which vest monthly over
a one year period, and/or further automatic annual restricted stock unit grants
that may be settled for shares of the Company's common stock, which vest in full
on the one-year anniversary of the date of grant, having an aggregate grant date
value of $425,000, to be granted on the date of each annual meeting of
stockholders. Pursuant to the Compensation Policy, the director will designate
the proportionate share between such annual option grants and restricted stock
unit grants prior to or on the date of grant. Each of the equity grants
described above will vest in full in the event of a change in control (as
defined in the Company's equity incentive plan). The foregoing description of
the Compensation Policy is qualified in its entirety by the full text of the
Compensation Policy, a copy of which is filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed
with the Securities and Exchange Commission on February 25, 2021.
Each of Ms. Barrett and Dr. Sato has also entered into the Company's standard
form of Indemnification Agreement with its directors and officers, a copy of
which is filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2020, filed with the Securities and Exchange
Commission on February 25, 2021.
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